A company’s common stock is listed on the NYSE, but the company wishes to conduct a non-public offering to accredited investors only under Rule 504 of Regulation D. In State C, which of the following is TRUE regarding requirements for the offering?

1. AThe Administrator may require notice filing and fee due to NYSE listing
2. BThe offering is not a federal covered security and may require state registration✓ Correct answer
3. CThe Administrator must allow the offering without any state oversight
4. DThe Administrator may require registration by coordination due to non-public nature

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